Jacqueline Allard
Director at KEY
Board
About Jacqueline L. Allard
Jacqueline L. Allard, age 53, is an independent director of KeyCorp, first appointed in 2024 and currently serving on the Technology Committee. She is Group Head of the Global Wealth Management Division at Scotiabank (since September 2023) and previously held senior leadership roles at Royal Bank of Canada; earlier in her career she worked at Manulife Financial and State Street. Her background spans consumer lending, commercial banking, and asset/wealth management, which the board cites as key qualifications.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Bank of Canada (RBC) | Executive Vice President, Personal Financing Products and International Banking | Jan 2019 – Jul 2023 | Led consumer lending businesses in Canada. |
| Royal Bank of Canada (RBC) | Senior Vice President, Head of Strategy, Performance & Marketing | Feb 2016 – Jan 2019 | Strategy and performance leadership at RBC. |
| Manulife Financial | Positions of increasing responsibility | Not specified | Senior roles at a publicly held insurance/financial services provider. |
| State Street Corporation | Positions of increasing responsibility | Not specified | Roles at a global financial services and bank holding company. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Scotiabank | Group Head, Global Wealth Management Division | Since Sep 2023 | Leads global asset management and wealth advisory businesses in Canada and across Latin America/Caribbean. |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Board determined Allard (and all nominees except the CEO) are independent under NYSE and KeyCorp standards. |
| Committee assignment | Technology Committee member; appointed to the committee effective Dec 27, 2024. |
| Committee chair roles | Not a chair; Technology Committee chaired by H. James Dallas. |
| Technology Committee scope | Oversight of technology strategy, cybersecurity investments, significant IT expenditures, and reporting to the Risk Committee on tech-related risk. |
| Board/committee activity (2024) | Board held 7 meetings; committees met: Audit 14, Risk 13, Compensation 8, Nominating & Corporate Governance 6, Technology 5. |
| Attendance/engagement | ~98% average director attendance; no director below 75%; independent directors met in executive session at every regular 2024 Board meeting. |
| Scotiabank designation rights | Scotiabank may designate two directors while ownership thresholds are met; one must be a senior Scotiabank officer (presently Allard). Each Scotiabank Director must serve on only one standing committee; both cannot serve on the same committee; Scotiabank designees may not comprise more than 25% of any committee. |
Fixed Compensation
| Director Compensation Program Element | 2024 ($) | 2025 ($) |
|---|---|---|
| Base cash retainer | 100,000 | 105,000 |
| Deferred share award (equity) | 140,000 | 145,000 |
| Lead Director retainer | 45,000 | 50,000 |
| Audit Chair | 40,000 | 40,000 |
| Risk Chair | 40,000 | 40,000 |
| Compensation Chair | 25,000 | 25,000 |
| Technology Chair | 25,000 | 25,000 |
| Nominating & Corp Gov Chair | 25,000 | 25,000 |
| Audit Committee member | 15,000 | 15,000 |
| Risk Committee member | 15,000 | 15,000 |
| Extraordinary service retainer | 15,000 | 15,000 |
| Allard – 2024 Director Compensation | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Amounts for 2024 | — | — | — |
Note: Allard joined the Board on Dec 27, 2024; she and the other Scotiabank designee received no fees for their brief 2024 service.
Performance Compensation
| Element | Terms |
|---|---|
| Annual equity (deferred shares/RSUs) | Non-employee directors receive annual deferred shares under the Directors’ Deferred Share Sub‑Plan; 3‑year minimum deferral, payable 50% in shares and 50% in cash at the end of deferral or upon separation; further deferral option results in 100% share settlement. |
| 2024 grant to sitting directors | On May 9, 2024, each then-serving director received 9,283 fully vested deferred shares (aggregate fair value $140,000, rounded down to nearest whole share). Allard was not a director on that date. |
| 2025 target equity award (program) | Program-level deferred share award increased to $145,000 for 2025. |
| Performance Metrics Tied to Director Compensation | Detail |
|---|---|
| Metrics | None disclosed for director deferred share awards; awards are time/deferment-based per plan description. |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company boards (Allard) | None disclosed in KeyCorp’s 2025 proxy biography. |
| Affiliation creating interlock | Senior Scotiabank officer; Scotiabank owned ~14.87% of KeyCorp common shares as of Mar 21, 2025. |
| Designation rights & committee limits | Scotiabank may designate two directors; each serves on only one standing committee; they cannot serve on the same committee; Scotiabank Directors may not exceed 25% of any committee; fall‑away/resignation triggers tied to ownership thresholds. |
| Transactions between KeyBank and Scotiabank | Ordinary course derivatives in 2024 on terms comparable to other counterparties; monitored for regulatory compliance; Board concluded such relationships did not impair director independence. |
Expertise & Qualifications
- Over a decade of senior leadership in large banking institutions spanning consumer lending, commercial banking, and asset/wealth management.
- Current leadership of a global wealth business provides relevant perspective on asset management and advisory trends affecting bank strategy and fee income.
Equity Ownership
| Beneficial Ownership (as of Mar 21, 2025) | Common Shares | Options | Deferred Shares | Total Beneficial Ownership |
|---|---|---|---|---|
| Jacqueline L. Allard | — | — | — | — |
| Ownership Policy & Restrictions | Requirement/Policy |
|---|---|
| Director stock ownership guideline | By 5th anniversary of initial election, each non‑employee director should own KeyCorp equity with value ≥5× annual retainer and at least 1,000 directly owned shares. |
| Hedging/pledging | Hedging of Key securities and pledging as collateral are prohibited for directors, officers, and employees under the Insider Trading Policy. |
Governance Assessment
- Strengths: Independence affirmed by the Board; all standing committees (including Technology) are composed solely of independent directors. Board/committee cadence and attendance were robust in 2024 (~98% average; executive sessions at every regular meeting). Prohibitions on hedging/pledging and clear director ownership guidelines support alignment.
- Interlock/conflict considerations: Allard is a Scotiabank executive and a Scotiabank-designated director at Key, while Scotiabank owns ~14.87% of Key and engaged in ordinary‑course derivatives with KeyBank; however, the proxy outlines committee/representation limits for Scotiabank designees and states such transactions were ordinary course and did not impair independence. Continued monitoring is warranted.
- Alignment signals: As of the Mar 21, 2025 record date, Allard reported no beneficial ownership of Key shares, which is typical for a late‑2024 appointee; compliance with the 5× retainer guideline (including 1,000 direct shares) is expected within five years of election.
- Committee fit: Placement on the Technology Committee aligns with her background leading technology‑enabled wealth platforms; the committee’s mandate covers cybersecurity investments and technology strategy with risk reporting linkages.